LLC Statement-of-Authority and Third-Party Reliance Requirements in Minnesota

At a glance

Requirements one by one

Minnesota permits a person-or-position authority statement

Under Minn. Stat. § 322C.0302, subdivision 1, an LLC may file a statement of authority with the secretary of state. It must give the company name and registered-office street address. It may grant or limit the authority of all persons holding a company-related position or one specific person to transfer LLC realty, enter other transactions, or otherwise act for or bind the company.

Section 322C.0203 requires a company record to be signed by a person the company authorizes and a denial to be signed by the named person; an agent may sign a chapter filing. Section 322C.0205 requires the filing's descriptive caption, a secretary-permitted medium, delivery, and the $35 fee.

A record ordinarily becomes effective when filed. It may instead specify an effective time or a delayed date, but a delayed date cannot extend beyond the 90th day after filing.

Non-realty reliance and limitation notice use different tests

Section 322C.0302, subdivisions 3 to 5, limits the statement's effect to a person's power to bind the LLC to nonmembers. An effective non-realty grant is conclusive for a person who gives value in reliance unless that person has contrary knowledge, the statement was canceled or restrictively amended, or a later-effective statement limits the grant.

An effective limitation ordinarily is not by itself evidence that anyone knows or has notice of it, subject to the statute's constructive-notice and realty exceptions.

A realty grant can be conclusive without land-record recording

Minnesota's § 322C.0302, subdivision 6, expressly makes an effective realty grant conclusive for a person who gives value in reliance without contrary knowledge “whether or not a certified copy of the statement is recorded in the real property records.” A recorded certified cancellation, restrictive amendment, or later-effective limitation can defeat the grant under the subdivision's stated conditions.

The limitation rule is different. Under subdivision 7 and § 322C.0103, subdivision 4, recording a certified copy of an effective realty limitation makes nonmembers—and subdivision 7 says all persons—deemed to know the limitation.

Amendment, denial, and dissolution alter the statement

An amendment or cancellation states the company name and registered-office street address, identifies the affected statement by caption and effective date, and gives the change or cancellation declaration. Under § 322C.0303, the person named in a filed grant may file a denial identifying the company and affected caption. Section 322C.0302 treats an effective denial as a restrictive amendment.

An effective dissolution or termination statement changes the earlier statement's realty effects, while a labeled postdissolution statement may be filed and, if appropriate, recorded. Section 322C.0302 states no fixed expiration period or renewal requirement for an authority statement.

What trips people up

• A Minnesota realty grant does not depend on land-record recording. The statute expressly says it may be conclusive whether or not a certified copy was recorded.
• Later restrictive records work differently. The exceptions for a canceled or restricted grant require the certified later record in the real-property records.
• A limitation is not automatically notice in every transaction. The general rule and the recorded-realty exception must be kept separate.
• There is no five-year cancellation rule here. Minnesota's current section provides no fixed automatic term or renewal window.

Common questions

May the statement name a position instead of an individual?

Yes. It may address everyone holding a position in or with respect to the LLC, or one specific person.

What is the statutory filing fee?

Section 322C.0205 states a $35 filing fee unless Chapter 322C specifies another fee for the filing.

May a filing take effect later?

Yes. It may specify a time or delayed date, subject to the 90-day ceiling in § 322C.0205.

Can a person reject authority granted in the filed statement?

Yes. The named person may file the statement of denial described in § 322C.0303.

Statutes and sources

• Minn. Stat. § 322C.0103, subd. 4 — constructive knowledge of a recorded realty limitation and notice of specified company events.
• Minn. Stat. § 322C.0203 — signers for company records and denials, and agent signing.
• Minn. Stat. § 322C.0205 — caption, medium, delivery, $35 fee, certified copies, and filing or delayed effectiveness.
• Minn. Stat. § 322C.0302 — contents, grants and limits, reliance, realty recording effects, amendment, cancellation, dissolution, and denial effect.
• Minn. Stat. § 322C.0303 — who may file a denial and what it states.

All quotations are from the current official Minnesota Revisor of Statutes pages accessed August 30, 2026.